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The New York Times • Monday March 31, 2014 2:19 AM

WASHINGTON — Charter Communications, which was rebuffed last year when it proposed a merger with
Time Warner Cable, then lost out to Comcast in a bidding competition for the cable company, is
urging Time Warner Cable shareholders to reject the
$45 billion deal with Comcast.

In a proxy statement filed with the Securities and Exchange Commission, Charter said the risk of
regulatory rejection of the merger, combined with probable delays and their associated costs to
Time Warner Cable shareholders of the Comcast merger, made it in their interest to turn down the
deal, which was announced Feb. 13.

Time Warner Cable agreed to merge with Comcast in an all-stock transaction that was worth about
$141 a share. When the deal was announced, the companies estimated that it was worth $159 a
share.

“From the regulatory perspective, it is difficult to imagine a transaction that could
concentrate the industry more than the proposed Comcast merger,” Charter said in its SEC
filing.

“The merger agreement contains no regulatory breakup fee, giving Comcast no incentive to seek
solutions” beyond the limited commitments it made to divest 3 million Time Warner customers and to
extend to Time Warner assets the conditions it agreed to when it acquired NBC Universal in
2011.